Common use of Purchasers Inspection and Review Rights Clause in Contracts

Purchasers Inspection and Review Rights. Subject to the rights of the Tenant, Purchaser and its agents, engineers, or representatives, with Seller’s reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with Tenant. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s agents and representatives, for review and copying, all books, records, and files in Seller’s possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit.

Purchasers Inspection and Review Rights. Subject to (a) During the rights of the TenantFeasability ---------------------------------------- Period, Purchaser and its agents, engineers, or representatives, with Seller’s reasonable, good faith cooperation, representatives shall have the privilege privilege, by coordinating their activities with Seller, of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times Property. After the Feasability Period, and from time to time. upon the request of Purchaser, Seller shall have use its reasonable efforts to allow Purchaser access to the right to be present at any meetings with TenantProperty. Purchaser hereby agrees to indemnify and hold Seller and Stone harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege; and Purchaser, and Purchaser under the direction of Seller, further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose Such obligations shall survive any termination of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof this Agreement. Seller has made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, for review and copying, all books, records, files and files other information in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, any tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the PropertyProperty obtained from Stone or independently developed by Seller. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide has provided to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and hereof any title insurance policies, occupancy permitsappraisals, building inspection reports, environmental reports and environmental reports financial information relating thereto and which is in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit.

Purchasers Inspection and Review Rights. Subject to the rights of the Tenant, Purchaser and its agents, ---------------------------------------- engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with time provided Landlord's or Tenant's construction activities are in no manner impaired by Purchaser. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior Upon 24 hours prior notice to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, for review and copying, at a reasonable time, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, but specifically excluding Seller's internal books and records such as budgets and proprietary information relating to the construction of the Improvements, and specifically including, without limitation, title matters, surveys, tenant files, the Plans and Specifications, the Lease, any brokerage or other commission agreements relating to the Lease, any financial statements of Tenant delivered in connection with the Lease, service and maintenance agreements, architectural agreements relating to the Improvements, and other contracts, books, records, operating statements, and other information relating to the management of the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding its review of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to has provided Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date with copies of this Agreement the most current boundary and “as-built” recent surveys of the Land and Improvements and any title insurance policies, occupancy permitsappraisals, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit.

Purchasers Inspection and Review Rights. Subject to the rights of the Tenant, Purchaser and its agents, engineers, or representatives, with Seller’s reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with Tenant. Purchaser hereby agrees to indemnify and hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s agents and representatives, for review and copying, all books, records, and files in Seller’s possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) business days after the effective date of this Agreement Agreement, to the extent the same are in the possession of or under the control of Seller, a copy of the approved site plan for the Property, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permitsappraisals, building inspection reports, environmental reports, certificates of occupancy, building permits, zoning letters, and instruments reflecting the approval of any association governing the Property relating thereto. At no cost or liability to Seller, Seller shall cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same. At no cost to Purchaser, Seller shall use commercially reasonable efforts to cause the authors of appraisal, environmental and building inspection reports to issue reliance letters addressed to Purchaser and environmental reports relating thereto Purchaser’s lender, if any, in form and in substance reasonably acceptable to Purchaser, at least 15 days prior to the possession or under expiration of the control of SellerInspection Period. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit.

Purchasers Inspection and Review Rights. Subject to the rights of the ---------------------------------------- Tenant, Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with Tenant. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, for review and copying, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement the most current boundary and “"as-built” " surveys of the Land and Improvements and any title insurance policies, appraisals, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s 's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “"rep” " letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit.

Purchasers Inspection and Review Rights. Subject to the rights of ---------------------------------------- the TenantTenant (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with Tenanttime provided Landlord's construction activities are in no manner impaired by Purchaser. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, for review and copying, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit.

Purchasers Inspection and Review Rights. Subject Commencing on the Effective ---------------------------------------- Date and ending on the Closing Date, and subject to the rights of the TenantTenant (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Such privilege shall include the right to make tests, borings, and other tests to obtain information necessary to determine surface and subsurface conditions, provided, however, that no borings shall be made without the advance written consent of Seller, which consent shall not be unreasonably withheld. Seller in its sole and absolute but reasonable discretion, shall have the right to be present at approve all consultants conducting any meetings with Tenanttests as well as the scope of any invasive testing on the Property prior to the Purchaser conducting such testing. Such privilege shall also include the right to make any other tests deemed reasonably necessary by Purchaser. Purchaser hereby agrees to indemnify and hold Seller harmless from any liens, claims, liabilities, expenses and damages damages, including, without limitation, reasonable attorney's fees, incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, and for review and copyingcopying at Purchaser's expense, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser Purchaser, at no cost to Seller, in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide copies of any of such books, but not including records relating records, and files as may be reasonably requested by Purchaser, with the copying costs to the cost of construction or financingbe borne by Purchaser. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) business days after the effective date of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permits, building inspection reports and environmental reports relating thereto and Effective Date those items listed on Exhibit "B" hereto which are in the possession of Seller or under the control of Sellerwhich Seller can obtain with a reasonable effort and which have not been previously delivered to Purchaser. Seller Purchaser acknowledges that Seller has provided to Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard prior to the Property. At no cost or liability to Effective Date, a statement setting forth all revenues from the Property and setting forth all costs and expenses of operating, maintaining, and repairing the Property (and the costs of replacing component parts thereof) incurred by Seller, in each case during the period of its ownership. The provisions of this paragraph 4 shall survive the Closing or any termination of this Agreement. Purchaser represents and covenants that Seller shall (i) cooperate with Purchasernot have any liability, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records obligation or responsibility of any kind with respect to the ownershipfollowing, managementunless Seller actually knew that any document was inaccurate, maintenance, and operation of the Property for the applicable period, and permit them misleading or failed to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit.provide material information:

Purchasers Inspection and Review Rights. Subject to the rights of the Tenant, Purchaser and its agents, ---------------------------------------- engineers, or representatives, with Seller’s 's *Mutually agreed upon by the parties reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with time provided Landlord's or Tenant's construction activities are in no manner impaired by Purchaser. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior Upon 24 hour prior notice to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, for review and copying, at a reasonable time, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, but specifically excluding Seller's internal books and records such as budgets and proprietary information, and specifically including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding its review of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to has provided Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date with copies of this Agreement the most current boundary and “as-built” recent surveys of the Land and Improvements and any title insurance policies, occupancy permitsappraisals, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit.

Purchasers Inspection and Review Rights. Subject to the rights of the Tenant, Purchaser and its agents, ---------------------------------------- engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with Tenant. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, for review and copying, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permitsappraisals, certificates of occupancy, zoning letters, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “rep” letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit.

Purchasers Inspection and Review Rights. Subject to the rights of the Tenant, Purchaser and its agents, engineers, or and representatives, and Purchaser’s potential Lender, with Seller’s reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller Purchaser and its agents, engineers and representatives shall have the no right to conduct invasive testing (e.g., core sampling, water monitoring or soils testing) on the Property without Seller’s prior written approval (which approval shall not be present at any meetings with Tenantunreasonably withheld, conditioned or delayed), as to the nature, location, scope and duration of the testing, but if such testing is, in Purchaser’s reasonable judgment, necessary, then Seller’s consent shall be limited to where, when and how such testing will be conducted. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined)Closing, Seller shall make available to Purchaser, or Purchaser’s agents and representatives, for review and copying, all books, records, and files in Seller’s possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date Effective Date of this Agreement Agreement, to the extent the same are in the possession of or under the control of Seller, and to the extent not previously provided to Purchaser, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, occupancy permitsappraisals, building inspection reports reports, environmental reports, certificates of occupancy, building permits, zoning letters and environmental reports instruments reflecting the approval of any association governing the Property relating thereto (collectively the “Due Diligence Materials”). At no cost or liability to Seller, Seller shall cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same. At no cost to Purchaser, Seller shall use commercially reasonable efforts to cause the author of the environmental report to issue reliance letters addressed to Purchaser in form and substance reasonably acceptable to Purchaser, prior to the possession or under expiration of the control of Sellerinspection Period. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission (the “SEC”) to file audited financial statements for one (1) to three (3) years with regard to 10 the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the samesame (“Seller’s Records”), (ii) execute a form of accounting letter (the “rep” letter Accounting Letter”) in the form and substance reasonably satisfactory to Sellerof Exhibit “F”, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. Except as may be required by the SEC or applicable law, Purchaser agrees to keep the Due Diligence Materials and Seller’s Records in strict confidence and shall not disclose the same to any other party, except Purchaser’s attorneys, accountants and other advisors who shall similarly keep the Due Diligence Materials and Seller’s Records in confidence. In the event Purchaser does not close this transaction for any reason, Purchaser shall promptly return all Due Diligence Materials and Seller’s Records to Seller.

Purchasers Inspection and Review Rights. Subject to the rights of the ---------------------------------------- Tenant, Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with Tenant. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, for review and copying, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement (a) the most current boundary and “"as-built” " surveys of the Land and Improvements and any title insurance policies, appraisals, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller, and (b) a statement setting forth all revenues from the Property and setting forth all costs and expenses of operating, maintaining, and repairing the Property (and the costs of replacing component parts thereof) incurred by Seller, in each case during the entire period from September 1, 1998, through January 31, 2000, which statement shall be certified by Seller to the best of Seller's knowledge after diligent inquiry and review of records, to be complete and accurate in all material respects. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s 's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “"rep” " letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit.

Purchasers Inspection and Review Rights. Subject to the rights of the ---------------------------------------- Tenant, Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with Tenant. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, for review and copying, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement (a) the most current boundary and “"as-built” " surveys of the Land and Improvements and any title insurance policies, appraisals, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller, and (b) a statement setting forth all revenues from the Property and setting forth all costs and expenses of operating, maintaining, and repairing the Property (and the costs of replacing component parts thereof) incurred by Seller, in each case during the entire period from June 1, 1998, through January 31, 2000, which statement shall be certified by Seller to the best of Seller's knowledge after diligent inquiry and review of records, to be complete and accurate in all material respects. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s 's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “"rep” " letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit.

Purchasers Inspection and Review Rights. Subject to the rights of the ---------------------------------------- Tenant, Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with Tenant. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, for review and copying, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement (a) the most current boundary and “"as-built” " surveys of the Land and Improvements and any title insurance policies, appraisals, occupancy permits, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller, and (b) a statement setting forth all revenues from the Property and setting forth all costs and expenses of operating, maintaining, and repairing the Property (and the costs of replacing component parts thereof) incurred by Seller, in each case during the entire period from February 1, 1998, through January 31, 2000, which statement shall be certified by Seller to the best of Seller's knowledge after diligent inquiry and review of records, to be complete and accurate in all material respects. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s 's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same, (ii) execute a form of “"rep” " letter in form and substance reasonably satisfactory to Seller, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit.

Purchasers Inspection and Review Rights. Subject to the rights of the ---------------------------------------- Tenant, Purchaser and its agents, engineers, or representatives, with Seller’s 's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Seller shall have the right to be present at any meetings with Tenant. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Prior to entry on the Property for the purpose of performing any testing, Purchaser shall maintain and/or insure that Purchaser’s consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf, and, at Seller’s request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser’s 's agents and representatives, for review and copying, all books, records, and files in Seller’s 's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property, but not including records relating to the cost of construction or financing. Seller further agrees to provide to Purchaser (to the extent the same have not previously been provided to Purchaser) prior to the date which is five (5) days after the effective date of this Agreement Agreement, to the extent the same are in the possession of or under the control of Seller, the most current boundary and “"as-built” " surveys of the Land and Improvements and any title insurance policies, occupancy permitsappraisals, building inspection reports reports, environmental reports, certificates of occupancy, building permits, zoning letters and environmental reports instruments reflecting the approval of any association governing the Property relating thereto and in the possession or under the control of Seller. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Propertythereto. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Seller’s 's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same. At no cost to Purchaser, (ii) execute a form Seller shall use commercially reasonable efforts to cause the authors of “rep” letter appraisal, environmental and building inspection reports to issue reliance letters addressed to Purchaser and Purchaser's lender, if any, in form and substance reasonably satisfactory acceptable to SellerPurchaser, and (iii) furnish Purchaser with such additional information concerning at least 15 days prior to the same as Purchaser shall reasonably request. Purchaser will pay expiration of the costs associated with any such auditInspection Period.